8-KLeadership ChangesShareholder MattersExhibits & Filings

EVERSOURCE ENERGY 8-K Report, Executive Changes (May 3, 2019)

Filed May 3, 2019For Securities:ES

Summary

Eversource Energy (ES) filed an 8-K on May 3, 2019, primarily to report on corporate governance matters. The key event was the election of David H. Long to the Board of Trustees and appointment to the Compensation and Corporate Governance Committees. Mr. Long brings significant executive and board experience, notably as Chairman, President, and CEO of Liberty Mutual Holding Company. The filing also covers the results of the company's 2019 Annual Meeting of Shareholders, which took place on May 1, 2019. Shareholders re-elected all 10 incumbent Trustees, approved the executive compensation for 2018 on an advisory basis, and ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2019. These actions reflect ongoing governance and operational continuity for Eversource Energy.

Key Highlights

  • 1David H. Long elected as a Trustee and appointed to Compensation and Corporate Governance Committees.
  • 2Mr. Long's current role as Chairman, President, and CEO of Liberty Mutual Holding Company adds significant leadership experience to the board.
  • 3Mr. Long will receive an annual cash retainer of $115,000 and a Restricted Stock Unit (RSU) grant valued at $135,000 (prorated).
  • 4All 10 incumbent Trustees were re-elected by shareholders at the 2019 Annual Meeting.
  • 5Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers for 2018.
  • 6Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2019.
  • 7The filing confirms no related party transactions or arrangements requiring disclosure for Mr. Long's appointment.

Frequently Asked Questions

David H. Long, age 57, was elected as a Trustee and appointed to the Compensation and Corporate Governance Committees of Eversource Energy. He brings extensive executive experience, currently serving as Chairman, President, and CEO of Liberty Mutual Holding Company, Inc. His appointment is intended to strengthen the board's governance and oversight.

At the 2019 Annual Meeting, shareholders re-elected all ten director nominees, approved the company's executive compensation for 2018 on a non-binding advisory basis, and ratified the selection of Deloitte & Touche LLP as the independent auditor for 2019. A quorum was established with over 281 million shares represented.

Mr. Long will receive an annual cash retainer of $115,000 for his service as a Trustee. Additionally, he will be granted Restricted Stock Units (RSUs) on June 1, 2019, with a value of $135,000, based on the average closing price of Eversource Energy's common shares over the preceding ten trading days. Both compensation amounts are prorated to reflect his May 1, 2019, election date.

The filing explicitly states that there are no arrangements or understandings between Mr. Long and any other person regarding his election as Trustee. Furthermore, Mr. Long does not have any transactions with related persons that would require disclosure under Item 404(a) of Regulation S-K.